8406 Federal Register / Vol. 72, No. 37 / Monday, February 26, 2007 / Notices 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 55110 

(January 16, 2007), 72 FR 3171 (‘‘Notice’’). 

by a small number of senior level 

employees of GCP or Bear Creek who 

regularly provide investment advice on 

behalf of GCP or Bear Creek to such 

investment pools). 

2. GCP represents that Evergreen is 

exempt from the definition of 

‘‘investment company’’ under section 

3(c)(1) of the Investment Company Act 

and is wholly owned by the Family, 

except for potential limited employee 

ownership of nonvoting interests by 

senior level employees of GCP. 

3. GCP represents that it will act as 

investment adviser and sole manager of 

Evergreen, and its compensation will be 

limited to reimbursement from 

Evergreen of reasonable fees and out-ofpocket expenses in performing its 

obligations to Evergreen. 

4. GCP represents that a small number 

of senior level employees of GCP who 

regularly provide investment advice on 

behalf of GCP to Evergreen may 

participate in the ownership of nonvoting membership interests in 

Evergreen, as well as other Future 

Family Investment Pools. GCP 

represents that upon the termination of 

their employment, such employees may 

be permitted to retain their interest in 

Evergreen or Future Family Investment 

Pools but their interest would be limited 

to their investment at the time of 

termination plus any accretion or 

distribution on their investment. 

5. Bear Creek was organized as a 

Wyoming corporation in 1998 to serve 

as trustee of trusts then in existence as 

well as of those to be formed in the 

future, created by and for the sole 

benefit of the Family. 

6. Bear Creek previously applied for, 

and received in 2001, an order of the 

SEC pursuant to section 202(a)(11)(F) of 

the Advisers Act declaring that Bear 

Creek is a person not within the intent 

of the Advisers Act (Bear Creek Inc., 

Investment Advisers Act Release No. 

1931 (March 9, 2001)). 

7. Bear Creek requests additional 

exemptive relief in the event that it 

provides investment advice to Future 

Family Investment Pools. Bear Creek 

represents that a small number of its 

senior level employees who regularly 

provide investment advice on behalf of 

Bear Creek to Future Family Investment 

Pools may participate in the ownership 

of nonvoting membership interests in 

Future Family Investment Pools. Bear 

Creek represents that, upon the 

termination of their employment, such 

employees may be permitted to retain 

their interest in Future Family 

Investment Pools but their interest 

would be limited to their investment at 

the time of termination plus any 

accretion or distribution on their 

investment. 

8. The Applicants represent that they 

do not hold themselves out to the public 

as investment advisers and do not 

engage in any advertising, attend any 

investment-related conferences as 

vendors, or conduct any marketing 

activities. Neither GCP nor Bear Creek is 

listed in any phone book or other 

directory as an investment adviser. 

9. The Applicants represent that their 

sole clients are, and will continue to be, 

the Family. 

Applicants’ Legal Analysis 

1. Section 202(a)(11) of the Advisers 

Act defines the term ‘‘investment 

adviser’’ to mean ‘‘any person who, for 

compensation, engages in the business 

of advising others, either directly or 

through publications or writings, as to 

the value of securities or as to the 

advisability of investing in, purchasing, 

or selling securities, or who, for 

compensation and as a part of a regular 

business, issues or promulgates analyses 

or reports concerning securities. * * * ’’

Section 202(a)(11)(F) of the Advisers 

Act authorizes the SEC to exclude from 

the definition of ‘‘investment adviser’’

persons that are not within the intent of 

section 202(a)(11). 

2. Section 203(b) of the Advisers Act 

provides several exemptions from 

registration under section 203(a) of the 

Advisers Act. GCP asserts that it does 

not qualify for any of the exemptions 

provided by section 203(b). GCP also 

asserts that it is not prohibited from 

registering with the SEC under section 

203A of the Advisers Act. 

3. GCP requests that the SEC declare 

it and its employees acting within the 

scope of their employment to be persons 

not within the intent of section 

202(a)(11). GCP states that there is no 

public interest in requiring that they be 

registered under the Advisers Act 

because it will offer its services only to 

the Family. In addition, the Applicants 

request that the SEC provide exemptive 

relief under section 202(a)(11)(F) to 

them and their employees acting within 

the scope of their employment if, in the 

future, they manage or provide 

investment advice to any Future Family 

Investment Pools. 

For the SEC, by the Division of Investment 

Management, under delegated authority. 

Florence E. Harman, 

Deputy Secretary. 

[FR Doc. E7–3173 Filed 2–23–07; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–55292; File No. SR–Amex–

2006–86] 

Self-Regulatory Organizations; 

American Stock Exchange LLC; Order 

Granting Accelerated Approval of a 

Proposed Rule Change, as Modified by 

Amendment Nos. 1, 2, and 3 Thereto, 

Relating to the Listing and Trading of 

Shares of the PowerShares DB U.S. 

Dollar Index Bullish Fund and the 

PowerShares DB U.S. Dollar Index 

Bearish Fund 

February 14, 2007. 

I. Introduction 

On September 13, 2006, the American 

Stock Exchange LLC (‘‘Amex’’ or 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change pursuant to Section 19(b)(1) of 

the Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 19b–4 thereunder.2

On November 17, 2006, Amex filed 

Amendment No. 1 to the proposed rule 

change. On December 19, 2006, Amex 

filed Amendment No. 2 to the proposed 

rule change. On January 12, 2007, Amex 

filed Amendment No. 3 to the proposed 

rule change. The proposed rule change, 

as amended, was published for 

comment in the Federal Register on 

January 24, 2007 for a 15-day comment 

period.3 The Commission received no 

comments on the proposal. This Order 

approves the proposed rule change, as 

modified by Amendment Nos. 1, 2, and 

3, on an accelerated basis. 

II. Description of the Proposal 

Pursuant to Commentary .07 of Amex 

Rule 1202, the Exchange proposes to list 

and trade shares of the PowerShares DB 

U.S. Dollar Index Bullish Fund (the 

‘‘Bullish Fund’’) and the PowerShares 

DB U.S. Dollar Index Bearish Fund (the 

‘‘Bearish Fund,’’ and together with the 

Bullish Fund, the ‘‘Funds’’), each of 

which represents a series of the DB U.S. 

Dollar Index Trust (the ‘‘Trust’’). The 

shares of each of the Funds (the 

‘‘Shares’’) represent beneficial 

ownership interests in the 

corresponding common units of 

beneficial interests of the DB U.S. Dollar 

Index Master Bullish Fund (the ‘‘Master 

Bullish Fund’’) and the DB U.S. Dollar 

Index Master Bearish Fund (the ‘‘Master 

Bearish Fund,’’ and together with the 

Master Bullish Fund, the ‘‘Master 


ycherry on PROD1PC64 with NOTICES
Federal Register / Vol. 72, No. 37 / Monday, February 26, 2007 / Notices 8407 

4Amex has represented that the Managing Owner 

would seek to arrange to have each Index calculated 

and disseminated at least every 15 seconds on a 

daily basis through a third party if the Index 

Sponsor ceases to calculate and disseminate an 

Index. If, however, the Managing Owner is unable 

to arrange the calculation and dissemination of any 

Index value, the Exchange will undertake to delist 

the Shares related to such Index. 

5The Exchange stated that if the NAV per Share 

for any Fund is not disseminated to all market 

participants at the same time, it would halt trading 

in the Shares of such Fund. 6 17 CFR 240.10A–3. 

Funds’’), respectively. Each of the 

Funds and each of the Master Funds are 

commodity pools operated by DB 

Commodity Services LLC (the 

‘‘Managing Owner’’). The Trust and the 

Funds will not be subject to registration 

and regulation under the Investment 

Company Act of 1940. 

In its proposal, the Exchange 

provided detailed descriptions 

regarding the overall investment 

objectives of the Funds, the calculation 

methodology and components of the 

underlying indexes, the structure and 

operation of the Funds, and the listing 

and trading of the Shares. Key features 

of the proposal are noted below. 

The Underlying Indexes. The overall 

investment objective of each of the 

Funds and the Master Funds is to reflect 

the performance of their respective 

benchmark index, less expenses, plus 

the excess, if any, of the corresponding 

Master Fund’s interest income from its 

holdings of U.S. Treasury and other 

high-credit-quality, short-term fixed 

income securities over its expenses. The 

Bullish Fund will seek to track the 

‘‘Long Index’’ by investing in long 

positions in futures contracts (‘‘DX 

Contracts’’) on the U.S. Dollar Index

(‘‘USDX’’), and the Bearish Fund will 

seek to track the ‘‘Short Index’’ by 

investing in short positions in DX 

Contracts on the USDX. Both the Long 

Index and Short Index (collectively, the 

‘‘Indexes’’) are designed to reflect the 

return from investing in the first-toexpire DX Contract. DX Contracts are 

traded through the FINEX currency 

markets of the New York Board of Trade 

(‘‘NYBOT’’). As discussed more fully in 

the Notice, the USDX is composed of six 

underlying foreign currencies (the 

‘‘Index Currencies’’), and the value of 

the USDX reflects a general indication 

of the international value of the USD by 

averaging the exchange rates between 

the U.S. Dollar (‘‘USD’’) and the Index 

Currencies. 

The use of a long position in a DX 

Contract in the construction of the Long 

Index would cause the Long Index level 

to rise as a result of any upward price 

movement in the DX Contract. 

Conversely, the use of a short position 

in a DX Contract in the construction of 

the Short Index would cause the Short 

Index level to rise as a result of any 

downward price movement in the DX 

Contract. As a result, the performance of 

the Long Index and Short Index would 

reflect any rise or fall of the USD versus 

the underlying basket of Index 

Currencies. 

Creation and Redemption of Shares. 

Issuances of the Shares will be made 

only in one or more blocks of 200,000 

Shares (each such block, a ‘‘Basket’’). 

Each of the Funds will issue and redeem 

Shares on a continuous basis, by or 

through participants that have entered 

into participant agreements (each, an 

‘‘Authorized Participant’’) with the 

Managing Owner at the net asset value 

(‘‘NAV’’) per Share next determined 

after an order to purchase a Basket is 

received in proper form. A Basket will 

be issued in exchange for a cash amount 

equal to the NAV per Share times 

200,000 Shares (the ‘‘Cash Deposit 

Amount’’). The Bank of New York (the 

‘‘Administrator’’) will determine the 

Cash Deposit Amount on each business 

day. An Authorized Participant that 

wishes to purchase a Basket must 

transfer the Cash Deposit Amount to the 

Administrator. Authorized Participants 

that wish to redeem a Basket will 

receive cash in exchange for each Basket 

surrendered in an amount equal to the 

NAV per Basket. 

Availability of Information. As set 

forth in the Notice, information 

regarding the Shares will be available 

through Exchange, the Index Sponsor, 

and various independent sources. 

Deutsche Bank AG London (the ‘‘Index 

Sponsor’’) will calculate the values of 

the Indexes during the trading day and 

such values will be disseminated at 

least every 15 seconds through major 

market data vendors and the Index 

Sponsor’s Web site.4 The Exchange will 

also disseminate for each of the Funds 

on a per-Share basis an updated 

‘‘Indicative Fund Value,’’ which reflects 

the cash required for creations and 

redemptions for each Fund, adjusted to 

reflect the price changes of the DX 

Contracts and the holdings of U.S. 

Treasury securities and other highcredit-quality, short-term fixed income 

securities, at least every 15 seconds 

during regular Amex trading hours of 

9:30 a.m. to 4:15 p.m. Eastern Time 

(‘‘ET’’). Shortly after 4 p.m. ET each 

business day, the Administrator will 

determine the NAV for each of the 

Funds, and the NAV per Share for each 

of the Funds will be disseminated to all 

market participants at the same time.5

On each business day, the 

Administrator will make available 

immediately prior to the opening of 

trading on Amex the most recent Cash 

Deposit Amount for the creation of a 

Basket, and the Exchange will 

disseminate the current value of the 

Cash Deposit Amount on a per-Share 

basis at least every 15 seconds 

throughout the trading day. The daily 

settlement prices of the DX Contracts, 

specific contract specifications, and 

delayed futures contract information on 

current and past trading sessions, 

including futures quotes and last sale 

information, are publicly available on 

NYBOT’s Web site and on the Web sites 

of various market data vendors, news 

publications, automated quotation 

systems, or other financial information 

services. 

The Exchange also intends to 

disseminate on a daily basis for each of 

the Funds information with respect to 

the daily trading volume of each of the 

Shares, the number of Shares 

outstanding, the closing prices of each 

Fund’s Shares, the corresponding NAV, 

and a hyperlink on its Web site to the 

Index Sponsor’s Web site. The Web site 

for each of the Funds and/or the 

Exchange will also contain the 

following information: (1) The current 

NAV per Share daily, the prior business 

day’s NAV, and the reported closing 

price; (2) the mid-point of the bid-ask 

price in relation to the NAV as of the 

time the NAV is calculated (the ‘‘BidAsk Price’’); (3) the calculation of the 

premium or discount of such price 

against such NAV; (4) data in chart form 

displaying the frequency distribution of 

discounts and premiums of the Bid-Ask 

Price against the NAV, within 

appropriate ranges for each of the four 

previous calendar quarters; (5) the 

prospectus; and (6) other applicable 

quantitative information. 

The Exchange further states that each 

of the Funds is subject to the criteria in 

Commentary .07 of Amex Rule 1202, 

and for purposes of the initial and 

continued listing requirements, the 

Shares would be in compliance with 

Section 803 of the Amex Company 

Guide and Rule 10A–3 under the Act.6

Because the Shares would trade as 

equity securities, the Shares would be 

subject to applicable Amex rules 

governing the trading of equity 

securities, including, among others, 

rules governing priority, parity, and 

precedence of orders; specialist 

responsibilities; account opening; and 

customer suitability (Amex Rule 411). 

III. Discussion and Commission’s 

Findings 

After careful consideration, the 

Commission finds that the proposed 

rule change, as amended, is consistent 


ycherry on PROD1PC64 with NOTICES
8408 Federal Register / Vol. 72, No. 37 / Monday, February 26, 2007 / Notices 

7 In approving this proposed rule change, the 

Commission notes that it has considered the 

proposed rule’s impact on efficiency, competition, 

and capital formation. See 15 U.S.C. 78c(f). 

8 15 U.S.C. 78f(b)(5). 

9See e.g., Securities Exchange Act Release Nos. 

55029 (December 29, 2006), 72 FR 806 (January 8, 

2007) (SR–Amex–2006–76) (DB Multi-Sector 

Commodity Trust); 54450 (September 14, 2006), 71 

FR 55230 (September 21, 2006) (SR–Amex–2006–

44) (PowerShares DB G10 Harvest Fund, formerly 

known as DB Currency Index Value Fund); and 

53105 (January 11, 2006), 71 FR 3129 (January 19, 

2006) (SR–Amex–2005–059) (DB Commodity Index 

Tracking Fund). 

10 15 U.S.C. 78k–1(a)(1)(C)(iii). 

11A number of independent sources verify both 

the intraday and closing Index values. See Notice, 

72 FR at 3173, note 13. 

12 15 U.S.C. 78s(b)(2). 

13See supra note 9. 

14 15 U.S.C. 78s(b)(2). 

15 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78s(b)(3)(A). 

4 17 CFR 240.19b–4(f)(6). 

with the requirements of the Act and the 

rules and regulations thereunder 

applicable to a national securities 

exchange.7 In particular, the 

Commission finds that the proposal is 

consistent with the requirements of 

Section 6(b)(5) of the Act,8 which 

requires, among other things, that the 

Exchange’s rules be designed to promote 

just and equitable principles of trade, to 

remove impediments to and perfect the 

mechanism of a free and open market 

and a national market system, and in 

general to protect investors and the 

public interest. The Commission notes 

that these Funds are substantially 

similar to other funds, the listing and 

trading of shares of which have 

previously been approved by the 

Commission. Such shares are currently 

trading pursuant to Commentary .07 to 

Amex Rule 1202.9

The Commission further believes that 

the proposal is consistent with Section 

11A(a)(1)(C)(iii) of the Exchange Act,10

which sets forth Congress’ finding that 

it is in the public interest and 

appropriate for the protection of 

investors and the maintenance of fair 

and orderly markets to assure the 

availability to brokers, dealers, and 

investors of information with respect to 

quotations for and transactions in 

securities. Key information will be 

disseminated at least every 15 seconds 

throughout the trading day, including 

the value of each Index 11 and the 

Indicative Fund Value on a per-Share 

basis for each Fund. The NAV of each 

of the Funds will be calculated once 

each trading day and disseminated to all 

market participants at the same time. In 

addition, daily settlement prices, futures 

quotes, and last-sale information for the 

DX Contracts will be disseminated 

through a variety of major market data 

vendors, and complete real-time data for 

such futures are available by 

subscription from such vendors. The 

Exchange’s Web site will also disclose 

information regarding the Shares, 

including among other things, the 

current value of the Cash Deposit 

Amount for the creation of a Basket, 

daily trading volume, the closing price, 

and the number of Shares outstanding. 

In support of this proposal, the 

Exchange has made the following 

representations: 

(1) Amex would rely on its existing 

surveillance procedures, which are 

adequate to monitor the trading of the 

Shares and to deter and detect 

violations of applicable rules. 

Specifically, the Exchange will rely on 

its surveillance procedures applicable to 

trust-issued receipts, portfolio 

depository receipts, and index fund 

shares and will incorporate and rely 

upon existing Amex surveillance 

procedures governing options and 

equities. In addition, Amex has in place 

an information sharing agreement with 

NYBOT, which is a member of the 

Intermarket Surveillance Group. 

(2) The Index Sponsor has in place 

procedures to prevent the improper 

sharing of information between different 

affiliates, departments, and employees 

of the Index Sponsor. Specifically, an 

information barrier exists between the 

personnel of the Index Sponsor that 

calculate and reconstitute the Indexes 

and other personnel of the Index 

Sponsor, including, without limitation, 

the Managing Owner, employees 

involved in sales and trading activities, 

internal and external fund managers, 

and certain bank personnel. 

(3) Amex will distribute an 

Information Circular to its members 

providing guidance with regard to the 

special characteristics and risks of 

trading this type of security, the creation 

and redemption procedures, applicable 

Amex rules, the various fees and 

expenses, and the prospectus delivery 

requirements applicable to the Funds. 

This Order is conditioned on Amex’s 

adherence to the foregoing 

representations. 

The Commission finds good cause to 

approve the proposed rule change, as 

modified by Amendment Nos. 1, 2, and 

3 thereto, prior to the thirtieth day after 

publication for comment in the Federal 

Register pursuant to Section 19(b)(2) of 

the Act.12 The Shares are similar to 

certain trust-issued receipts, the listing 

and trading of which have previously 

been approved by the Commission, and 

do not appear to present any new 

regulatory concerns.13 Furthermore, the 

Commission did not receive any 

comments on the proposal. Accelerating 

approval will allow the Shares to trade 

on Amex without undue delay and 

should generate additional competition 

in the market for such products. 

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,14 that the 

proposed rule change (SR–Amex–2006–

86), as modified by Amendment Nos. 1, 

2, and 3, be, and it hereby is, approved 

on an accelerated basis. 

For the Commission, by the Division of 

Market Regulation, pursuant to delegated 

authority.15

Nancy M. Morris, 

Secretary. 

[FR Doc. E7–3158 Filed 2–23–07; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–55311; File No. SR–ISE–

2007–15] 

Self-Regulatory Organizations; 

International Securities Exchange, Inc.; 

Notice of Filing and Immediate 

Effectiveness of Proposed Rule 

Change Relating to the Extension of a 

Pilot Period to Increase Position Limits 

and Exercise Limits for Equity Options 

and Options on the Nasdaq-100 

Tracking Stock 

February 16, 2007. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 19b–4 thereunder,2

notice is hereby given that on February 

13, 2007, the International Securities 

Exchange, Inc. (‘‘ISE’’ or ‘‘Exchange’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been substantially prepared by ISE. The 

Exchange has filed the proposal as a 

‘‘non-controversial’’ rule change 

pursuant to Section 19(b)(3)(A) of the 

Act 3 and Rule 19b–4(f)(6) thereunder,4

which renders it effective upon filing 

with the Commission. The Commission 

is publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

ISE proposes to extend the time 

period for Exchange Rule 412 and Rule 

414 position and exercise limits pilot 


ycherry on PROD1PC64 with NOTICES